Ziraat Bank moves ahead by offering more than a bank to its customers, drawing on its corporate structure that is focused on change and keeps up with

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1 2012 Annual Report

2 Ziraat Bank moves ahead by offering more than a bank to its customers, drawing on its corporate structure that is focused on change and keeps up with the times, coupled with its approach to banking that rises on quality service and values the people.

3 Contents Introduction 4 Our Vision, Our Mission 5 Corporate Profile 6 Financial Indicators 7 Ziraat Bank s Market Shares - 31 December Together, to a Better Future Headlines from the History of Ziraat Bank 21 Chairman s Message 25 General Manager s Message 30 Macroeconomic and Sectoral Outlook 36 An Assessment of 2012: Strategies, Developments and Targets for the Future 60 Social Responsibility Activities 62 Ziraat Bank s Subsidiaries in The Report on Compliance of Annual Report Introduction Management and Corporate Governance Practices 72 Ziraat Bank Board of Directors 76 Ziraat Bank Senior Management 80 Summary of the Board of Directors Report 82 Human Resources Practices 84 Information on the Activities of Committees 85 Attendance by the Members of the Board of Directors and of the Audit Committee in the Meetings Held During the Reporting Period 86 Related Party Transactions 87 Companies from Which Support Services are Obtained Financial Information and Risk Management 89 Statutory Auditors Report 90 Audit Committee s Assessment of the Operation of the Internal Audit, Internal Control, and Risk Management Systems 94 Publicly Announced Unconsolidated Financial Statements together with Independent Auditor s Report at 31 December Ziraat Bank s Financial Standing, Profitability and Solvency 201 Ratios 202 Risk Management Policies Adhered to According to Types of Risk December December 2012 Summary Balance Sheet and Income Statement 205 Credit Ratings Assigned by Rating Agencies 206 Publicly Announced Consolidated Financial Statements together with Independent Auditor s Report at 31 December Directory Ziraat Bank 2012 Annual Report 1

4 2 Ziraat Bank 2012 Annual Report

5 More than a bank as we all join hands to build a solid future Ziraat Bank 2012 Annual Report 3

6 Our Vision To be a leading bank that is universal, respected and has high market value; a bank that provides extensive, reliable service everywhere in Turkey and the world at the same quality, and meets the needs of every segment; a bank that sees human resources as its most valuable asset; a bank that continuously makes a difference and creates value in a way that befits its deep-rooted past; a bank that promises more from a bank at every stage and serves as a model for its competitors. Our Mission To be a bank that understands customer needs and expectations, thereby offering them the best solutions and value proposition from the most appropriate channel; a bank that brings to every segment of society a wide range of products and services in the fastest, most effective way through its extensive network of branches and alternative distribution channels; a bank that operates with profitability and productivity at global standards by recognizing its ethical values and social responsibility; a bank that holds customer satisfaction to be more important than anything else. 4 Ziraat Bank 2012 Annual Report

7 Corporate Profile Having started its banking operations in 1863, Ziraat Bank is Turkey s strongest and most deeply-rooted bank. Introduction Ever since its inception, Ziraat Bank has always stood by the farmers, as well as merchants, businessmen, entrepreneurs, pensioners and employees, and provided resources, produced value, and has been the driving force of economic development. Boasting the most extensive banking service network in Turkey, the Bank also manages one of the biggest total assets available to the industry. In a sector that is dominated by intensive competition, where international capital is also active, Ziraat Bank further leverages its position as the strongest national bank every year. Underpinning the Bank s unique and prestigious standing in the sector is its rich array of products and services, unrivaled market knowledge and experience, synergetic structuring with its subsidiaries, superior human resource, and robust financial structure. Ziraat Bank provides uninterrupted and superior services to its customers in the entrepreneurial, corporate, commercial, and retail banking segments with: 1,490 points of service nationwide 1, 4,231 ATMs, 78 Video Teller Machines, A widely used internet branch, The Ziraat Mobile Phone branch, Call center, and 23,153 employees Making a difference in the global competitive environment by remaining adhered to the principles of profitability and productivity with its transformationoriented corporate structure that keeps abreast of the time, its extensive branch network, effective delivery channels and experienced personnel, Ziraat Bank resolutely moves ahead by offering more than a bank to its customers. 1 As at 31 December 2012, Ziraat Bank was offering service at a total of 1,490 points of service across the country, split as 5 corporate branches, 27 commercial branches, 77 entrepreneurial branches, 1,316 branches, 32 bureaus, 31 special transaction centers, and 2 mobile vehicles, and was the sole provider of banking services at 404 locations throughout Turkey. Ziraat Bank 2012 Annual Report 5

8 Financial Indicators Ziraat Bank set its financial management strategy as: possessing a shareholders equity that is aligned with the size of the balance sheet, increasing the relative share of loans, attaining an effective and diversified funding resource. (TL Million) Change (%) Total Assets 162, ,681 1 Liquid Assets and Banks 22,647 15, Securities Portfolio 65,469 70,766-7 Loans 71,426 71,430 0 Deposits 118, ,067 5 Shareholders Equity 17,167 13, Interest Income 14,811 13,706 8 Interest Expense 7,910 8,465-7 Pretax Profit 3,505 2, Net Profit/Loss 2,650 2, Deposits (TL Million) Shareholders Equity (TL Million) Total Assets (TL Million) 113, ,966 17, , ,868 13, Ziraat Bank 2012 Annual Report

9 Ziraat Bank s Market Shares - 31 December 2012 Total Assets (%) Securities Portfolio (%) Loans (%) Introduction Deposits (%) Shareholders Equity (%) Net Profit (%) Ziraat Bank s Shareholding Structure The Undersecretariat of Treasury of the Republic of Turkey is the sole owner of Ziraat Bank. The Chairman and Members of the Board of Directors, Members of the Board of Auditors, General Manager and Assistant General Managers do not hold shares in the Bank. Amendments to the Articles of Incorporation During the Reporting Period During 2012 fiscal year, Article of the Bank s articles of incorporation was amended at the Ordinary General Assembly held on 18 April Determining, Allocating and Distributing the Net Profit Former Version: Article Provided that it is agreed by the General Assembly and provided further that its ratio and amount are stated by the General Assembly, up to five per cent (5%) of the net profit may be distributed to the Board of Directors and the Bank personnel, but only to the extent that such payout will not be more than three times of the respective recipient s gross salary. New Version: Article Provided that it is agreed by the General Assembly and provided further that its ratio and amount are stated by the General Assembly, it may be distributed to the Board of Directors and the Bank personnel, but only to the extent that such payout will not be more than three times of the respective recipient s gross salary. Ziraat Bank 2012 Annual Report 7

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11 More than a bank as you plan the right steps for your business Ziraat Bank 2012 Annual Report 9

12 Together, to a Better Future... The efforts carried out under the project of change and transformation that Ziraat Bank launched with the slogan Together, to a Better Future in a bid to transport its deepseated corporate values to the future are drawing near completion. 10 Ziraat Bank 2012 Annual Report

13 Approximately 100 diverse but synchronous projects, which have been formulated upon six basic principles, are put into life, utilizing the Bank s own resources. Principle 1: One-to-one Customer Relationship Management Branch and customer segmentation was carried out aiming to hear out and understand the customers financial needs and to offer them the right value propositions accordingly. An agriculture concept integrated with the customer segments was developed. Principles of portfolio management were set out and branches began offering services within this framework. Significant way has been paved in the shift from a product customer approach to Ziraat customer approach. The activities carried out in relation to one-to-one customer relationship management are summarized below: Shift from a Product Customer Approach to Ziraat Customer Approach Placing the customer in its focal point, the Ziraat Customer approach is aimed at fulfilling all financial needs of customers. Designed accordingly, the Bank Customer Service Model was started to be rolled out at branches from April With the transition completed at 857 branches until 31 December 2012, the new service model is planned to be disseminated across the entire branch network by April The ultimate goal of the Bank is to satisfy all financial needs of its customers under the Ziraat Finance Group roof. The first steps towards this goal have been taken by way of the revisions made to the organizational structures and business models of partnerships and international branches during Customer Segmentation Customers are categorized as follows in accordance with their financial needs: Corporate Commercial Entrepreneurial Retail This lean segmentation allows referring the customers to the branches and employees that are aligned with their needs. Branch Segmentation In an effort to realize customized service delivery, the Bank s branches have been diversified as follows in line with the type of customer serviced: Corporate Branch Commercial Branch Entrepreneurial Branch Branch This initiative helped ensure that every customer receives service from the branch that is relevant to his/her need. During 2012, a total of 109 Corporate/ Commercial/Entrepreneurial Branches were opened. Agriculture Concept Integrated with Customer Segments Representing Ziraat Bank s key business line, agricultural banking has been integrated into all segments instead of being managed on the basis of a product concept. This approach disseminated the service delivery over a broad range from farmers to agribusiness. Portfolio Management Customers to be serviced by each employee in branches have been identified; thanks to this practice, employees closely monitor the financial status and needs of the customers assigned to them, and offer them service at the right time through the right channel. Formerly a bank with an operational focus, Ziraat Bank reached a customer relationship team of 7,880 people at 1,490 points of service on the back of the initiatives finalized during 2012, and was transformed into the most extensive bank with customer-focus in Turkey. Principle 2: Institutionalized Risk Appetite Credit risk management at Ziraat Bank is the pivotal building stone with respect to effective transfer of lending policies to the field and establishment of a shared credit culture at all branches. Within the frame of the efforts to create enterprise risk appetite, the Bank launched major decision support systems including Retail Loans Assessment Module, SME Assessment Module and Company Assessment Module. This enabled uniform conditions of lending to retail customers or commercial business customers irrespective of the Bank branch they apply. Along this line, centralized allocation of retail loans began as of May 2012, and vast majority of branches were incorporated under the central allocation structure by the end of During the reporting period, 84% of retail loan applications have been assessed using this system. Introduction Ziraat Bank 2012 Annual Report 11

14 Together, to a Better Future... Principle 3: Efficient Information Technology and Productive Operational Infrastructure In 2012, Ziraat Bank took important steps towards becoming the leader in the area of technology, as well. A substantial part of the Information Technology (IT) projects was brought to completion during 2012, which aimed to offer efficient service to customers also through non-branch channels, provide uninterrupted service, and correctly identify customers needs. On another front, efforts are underway in relation to process management system based on operational productivity, which were initiated in Steps have been taken to make sure that all actions for the fulfillment of the Bank s technology needs are taken in a way that is centralized, planned, visionary, and integrated with its partnerships. An Operations Center was set up for the purposes of ensuring productivity in operational transactions, alleviating the operational workload on branches, and thus allowing the branches to allocate more quality time to customers. Operational transactions were started to be moved to this center gradually. In the last quarter of 2012, the number of transactions handled by the center averaged 41,368 on a daily basis. The centralization ratio of operational transactions rose to 51% by year-end Principle 4: Objective and Transparent Human Resource Management Pursuant to Ziraat Bank s HR policy that places the human at the core, it is of the utmost importance that employees work at positions that suit their competencies and enjoy job satisfaction. To this end, the Bank moved from the titlebased vertical organizational structure to the job position-based horizontal organizational structure during Efforts are in progress, which are intended to support the Bank s employees with any tool that reveals their potentials and to assess their performances objectively. The work in relation to the Individual Performance Appraisal System has been brought to completion as at year-end Competencies have been identified on the basis of job positions and relevant behavioral patterns have been formulated, while work was initiated for career and talent management systems. In line with the Bank s transparency principle, employees are informed of any development concerning the human resources. Principle 5: Robust Shareholders Equity Sustainable profitability and growth make up a key objective of Ziraat Bank s project Together, to a Better Future. Despite the rising performance of the Bank s assets that have displayed remarkable expansion in the recent years, the ratio of shareholders equity to the balance sheet diminished. For this reason, the Bank began working to attain a balance sheet structure that is aligned primarily with the shareholders equity. Significant distance has been taken in efforts launched at Ziraat Bank for the following purposes: Diversification of the Bank s nondeposit resources within the frame of effective balance sheet management, Reducing the share of marketable securities within the balance sheet, which is an aspect of the Bank that is differentiated from the overall sector, to the sector s average figures, Bringing non-interest income closer to the sector s average figures on the back of enhanced service quality. Principle 6: Effective Communication Within the scope of the First Step Meetings that lasted approximately five months, Hüseyin Aydın, Ziraat Bank s General Manager, got together with 22,500 employees in 21 cities and explained the reason why the Bank needs transformation, sharing the details of the project Together, to a Better Future. Internal communication channels have been created to communicate the innovations and changes carried out under the project Together, to a Better Future, and the employees were given access to information on the project through the Together, to a Better Future Sharing Platform and the weekly bulletin. Together, to a Better Future Sharing Platform is a platform accessible from the portal and serves to internal information sharing. Using this tool, employees take part in questionnaires regarding the project, convey their ideas on innovations and changes, and access important information and instant news about the project. Every Tuesday, the changes and innovations realized during the preceding week are ed to employees in the form of the Together, to a Better Future Bulletin. In order to facilitate communication between the Head Office and branches and to convey project requirements to all employees, a team of approximately 300 people was set up under the name Transformation Volunteers, which is participated by employees working in different cities of Turkey. The team is responsible for quick completion of preparations at branches that will shift to the new service model, and for swift resolution of the issues of branches by the right units. Thanks to the team, the project was efficiently finalized. 12 Ziraat Bank 2012 Annual Report

15 Forging ahead with its change and transformation initiatives, Ziraat Bank advances Together, toward the Target. Introduction The common goal of all these initiatives is to be More than a Bank. Ziraat Bank is different from other banks; it is a special bank for Turkey. Always bearing in mind that it is more than a bank for its customers, the Bank aims at becoming a morale bank, a global bank, a leading bank while remaining strictly adhered to its corporate values that set it apart from its peers. Ziraat Bank targets to be a; Morale Bank A bank that offers banking services to everyone in the future just as it has done in the past, that all segments of the society is pleased to be working with, and that stands by its customers in bad times, as much as in good times, Global Bank As an institution possessing the necessary infrastructure to deliver global service via its domestic and overseas partnerships and branches, capture a uniform service quality and level in all countries where it has a presence and become a competitive bank enjoying high market capitalization and engaged in world-class banking business, Leading Bank Not be content with being Turkey s biggest and strongest bank, but support its scale with its profitability and promote Ziraat Finance Group to a leading position across the globe. In the 150 th year, Together, toward the Target To achieve these objectives, Ziraat Bank will proceed Together, toward the Target in 2013 and carry on with activities geared at change and transformation, and will continue to work at full speed to be more than a bank in its 150 th anniversary. Ziraat Bank 2012 Annual Report 13

16 14 Ziraat Bank 2012 Annual Report

17 More than a bank as you seek for corporate solutions Ziraat Bank 2012 Annual Report 15

18 Headlines from the History of Ziraat Bank Attaining a solid and sustainable performance since its incorporation, Ziraat Bank rapidly progresses towards building the productive and efficient bank of the future on the back of the comprehensive change and transformation project that it has launched Foundations of Ziraat Bank are laid In 1863, Mithat Pasha, governor of Niş, a city in the former Yugoslavia that was Ottoman territory at the time, led the establishment of the Homeland Coffers in the town of Pirot by and under the auspices of the state. In 1867, the Homeland Coffers Regulation was enacted and became the legal framework for the first organized credit system in our country Ziraat Bank turns into a modern financial institution In 1883, the Homeland Coffers were replaced by Benefit Funds. In 1888, the governing statute of Ziraat Bank went into force on 28 August and the Bank s head office began operations on 17 September. As Benefit Funds were converted into bank branches, a new era began in our organized agricultural loan history Ziraat Bank reunifies In 1919, money was supplied from Ziraat Bank s funds to cover the expenses of detachments of the Turkish National Army during the War of Independence and used to purchase equipment for soldiers. Upon the establishment of the Grand National Assembly of Turkey on 23 April 1920, the management of all branches and funds in territories under the Parliament s control was assigned to the Ankara Branch of the Ziraat Bank. Ankara took control of İzmir operations on 09 September 1922, followed by İstanbul operations, and the Bank reunified on 23 October With the establishment of the Turkish Republic in 1923, Ziraat Bank embarked upon a period of rapid growth and extensive service delivery. The Bank began offering service to the entire Turkish society with a particular focus on farmers all over the country. Ziraat Bank s mission was no longer confined to the agricultural sector. The Bank served as the engine of Turkey s growth process. 1980s Ziraat Bank turns into an institution of global scale Ziraat Bank continued with its rapid growth. The Bank s New York and London representative offices were turned into branches in 1983 and 1987 respectively, while representative offices entered service in Duisburg, Berlin, Munich, Stuttgart, and Rotterdam. Ziraat Bank was ranked 452 nd in the Euromoney magazine s 1988 list of the World s Top 500 Banks by Equity Capital. During this period, Ziraat Bank publicly opened Turkey s first banking museum in its head office building in the Ulus district of Ankara and also launched the Banking School. 16 Ziraat Bank 2012 Annual Report

19 1990s Ziraat Bank carries on with its international expansion Ziraat Bank Moscow, Kazkommerts Ziraat International Bank (KZI Bank), Turkmen Turkish Commercial Bank (TTC Bank) and Uzbekistan Turkish Bank (UT Bank) began operations in In the same year, Ziraat Bank ranked 202 nd in Euromoney s top 500 banks, 41 st by net profit, and world first in return on equity. The number of the Bank s subsidiaries reached 21 in Ziraat Bank opened branches in Greece, Iraq and Saudi Arabia to reinforce its presence in the Balkans and the Middle East, and increased the number of countries where it operates to 16 as of year-end In the Turkey Customer Satisfaction Index released by the Quality Association of Turkey (KalDer), Ziraat Bank was named the leader among public banks in customer satisfaction in retail banking category from 2007 through Ziraat Bank posted the highest profit of all Turkish banks from 2004 through Drawing closer to 150 th year in service- Ziraat Bank moves toward its targets of change and transformation Initial steps were taken to recreate Ziraat Bank as a strong, competitive, leading bank that pioneers best banking practices, is engaged in worldclass banking and enjoys high market capitalization, and significant way was paved towards the target of being more than a bank. Introduction 2000s Ziraat Bank embarks upon a crucial era in its history... The Law 4603 passed in 2000 transformed Ziraat Bank into a jointstock company. Within the context of the restructuring of public banks, Ziraat Bank underwent extensive changes starting in The Bank s organizational structure was completely overhauled to bring it into line with the needs of modern banking and international competition. In this process, Emlak Bank, another stateowned bank, was merged into Ziraat Bank. Having successfully completed its mission, the Joint Administration Board of Public Banks was disbanded in In the Top 1000 World Banks listing published by The Banker magazine in 2011, Ziraat Bank took the second place in Western Europe and the fifth place in the world in the Best Profits on Average Capital category. As a result of the changes in office in 2011, Hüseyin Aydın was appointed as the Bank s General Manager. In this period, the Bank launched the change and transformation project under the slogan Together, to a Better Future, which is aligned with the Bank s vision, mission and values and which took into consideration the best practices in the industry. With an agreement signed by and between Ziraat Bank and Türkiye İş Bankası (İşbank), Ziraat Bank credit cards acquired Maximum card properties in Ziraat Bank 2012 Annual Report 17

20 18 Ziraat Bank 2012 Annual Report

21 More than a bank as your dreams come true Ziraat Bank 2012 Annual Report 19

22 Drawing on the confidence derived from its robust financial structure and its customers, our Bank is undergoing both financial and operational innovations and change in line with its targets. Muharrem Karslı Chairman of the Board of Directors 20 Ziraat Bank 2012 Annual Report

23 Chairman s Message During 2012, signs of improvement in global economy increased; the challenges, however, lingered on. Introduction Stepping into 2013 that marks its 150 th year in service, Ziraat Bank is a dynamic, young and innovative bank. Our Bank s target for the year ahead is to crown its role as the driving force of the national economy with sustainable growth and profitability performance. Ziraat Bank possesses all the necessary internal dynamics and energy to attain this target. Esteemed shareholders, During 2012, signs of improvement in global economy increased; the challenges, however, lingered on. While the recovery process in the aftermath of the global crisis continued, it lost pace. The rates of growth of developed economies were far from the level that would contribute the strength and dynamism to rectify unemployment and put the economies back on growth track. Growth rates declined also in emerging economies that had displayed solid growth performances in the prior year. The post-crisis dynamics were responsible for this picture. Fiscal consolidation and the weak banking system restrain growth in developed economies. Although the fiscal consolidation process is on track in many countries, it will take time for its positive effects to reflect on the economy. The global financial system is still not functioning productively. Many countries suffer from weak banks, as heavy borrowing terms imposed on customers and low growth rates hamper the banks efforts to improve their positions. The Eurozone is strongly influenced by the shocks that any member country may go through. On another hand, relatively weaker banks operating in the Eurozone augment the shock waves. If these characteristics are accompanied also by fragilities in public finance, the issue gets even bigger in countries suffering from the shock and plagues other countries. The Eurozone is in need of a new financial architecture that will diminish the impacts of the shocks, and therefore, the magnitude of economic fluctuations. The weak growth and uncertainty in developed economies affect emerging markets and economies through the trade and finance channels. On another wing, capital flows that vary depending on the risk exposure and quickly respond to policy revisions emerge as another factor that impacts the performances of emerging countries. Ziraat Bank 2012 Annual Report 21

24 Chairman s Message In 2012, the economic rebalancing process became more evident. In 2012, the Turkish economy focused on creating the suitable ground for a soft landing with the target of healthy and sustainable growth. In 2012, the economic rebalancing process became more evident. Inflation readopted a downward trend, while improvement was observed throughout the year in the current account balance. 8.5% in 2011, growth was 2.6% in the first three quarters of While the contribution of domestic demand to growth decreased, the contribution of net foreign demand turned to positive. This process resulted in a healthier outlook for the growth composition as compared with In conjunction with the continued issues in the Eurozone, the Eurozone s demand for Turkey s export goods decreased, and the share of exports to European countries slimmed down. On the other hand, net exports to African and Middle Eastern countries contributed remarkably to annual growth. The inflation declined during Having registered 10.45% in 2011 due to the depreciated Turkish lira, tax adjustments and the rise in food prices, the CPI stood at 6.16% in 2012 owing to the implemented policies, combined with the elimination of the base effect of the prior period. The measures adopted in 2012 in relation to the current deficit, a chronic issue of the Turkish economy, produced positive outcomes, and the current deficit declined on an annual basis and went down to USD 49 billion. In turn, the ratio of current deficit to the GDP is anticipated to decrease to the order of 6.5% as at year-end. The actualizations of macroeconomic indicators that turned out to be more positive than forecasts have resulted in the upgrade of Turkey s long-term credit rating to investment grade by Fitch Ratings. The improvement secured in the credit rating is expected to steer other rating agencies in the same direction in 2013 and thereafter. It is believed that such a development will bear highly positively upon Turkey s investment climate is anticipated to be a more favorable year for the Turkish economy with respect to developments in growth, inflation and current deficit. Along this line, it is expected that 2013 will be a year when all economy authorities will be striving to move to a stable and sustainable growth that is backed by the monetary policy, focused on domestic demand provided that it is moderate, and watchful of the inflation trend, as well as of exports. 22 Ziraat Bank 2012 Annual Report

25 Ziraat Bank will keep standing by its customers and growing together with its stakeholders. Introduction Ziraat Bank, the pioneer of banking in our country, continued with its development, focused on efficient and productive balance sheet management, and put into life its forward-looking preparations in Drawing on the confidence derived from its robust financial structure and its customers, our Bank is undergoing both financial and operational innovations and change in line with its targets. While our primary goal is to ensure stability in our Bank s operations, our efforts are ongoing to develop a structure that will allow us to more strongly back Turkey s macroeconomic targets. I would like to take this opportunity to share that we have progressed outstandingly in 2012 within the scope of our change management program that we have based on the principle Together, to a Better Future. Aimed at ensuring that the services required by our customers are fulfilled in the leanest manner, at the right time and with the right value proposition, the project strengthens the Ziraat Customer concept and enhances customer loyalty. 150 new branches that we plan to open in 2013 when we will be celebrating our 150 th anniversary will serve as a clear indication of the fact that Ziraat Bank will continue to stand by its customers and to grow together with its stakeholders as a service provider that rises upon deeprooted and solid foundations, yet that is equally young and dynamic. The biggest share in Ziraat Bank s success is attributable to our employees. Our human resource is our greatest guarantee in achieving new targets. I am fully confident that we will remain the pioneer of the industry in many more years to come, thanks to the trust of our customers and the contributions of our employees. On behalf of myself and the Board of Directors, I would like to thank our customers for their trust, our employees for their superior performance, and our correspondents and all our business partners for their invaluable cooperation. Yours sincerely, Muharrem Karslı Chairman of the Board of Directors Ziraat Bank 2012 Annual Report 23

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